BERNARD, LEE & EDWARDS SECURITIES, INC

NASD,SIPC


NON-BRANCH OFFICE AND INDEPENDENT CONTRACTORS AGRREMENT

This aggreement is made as of February 15, 1999, by and between Bernard,
Lee & Edwards Securities, Inc. ("Principal") 1016 Shore Acres Drive,
Leesburg, FL  34748 and Michael B. Aspler,d/ba MBA Statagies, Inc.
("Agent") 43 East Barclay Street, Hicksville, NY 11801.

WITNESSETH

	Whereas, Principal operates or is otherwise owner of a licensed
and registered securities firm and is capable of providing trading,
compliance, registration and operations services; and

	Whereas, Agent desires to form an Independent Contractor relationship
with Principal of a Non-branch office located at 43 East Barclay Street,
Hicksville, NY  11801.

	Now, therefore, Principal and Agent agree as follows:

ARTICLE I

PRINCIPAL'S DUTIES

1.1 Principal agrees to provide Agent with reasonable trading, compliance,
registration and operation services necessary to carry on the business of
stock and securities brokers.

1.2 The Agent agrees not to open any additional offices without prior mutual
consent with the Principal  and NASD notification.  Both parties agree that
a Non-Branch agreement will be needed for each additional Non-Branch managed
by agent for Principal.

ARTICLE II

STATUS OF THE PARTIES:

2.1 In performing any of the services under this Agreement or for the purpose
of this Agreement, Agent shall operate as an independent contractor,
maintaining its own personal and individual business as a distinct and separate
legal entity from the Principal.  Performance hereunder shall be subject
entirely to the internal discretion and control of Agent in compliance with all
NASD, SEC and ""Blue Sky" rules and regulation.  Nothing in this Agreement
shall be deemed to create or constitute a partnership or joint venture between
Principal and Agent.

2.2 It is understood that upon commencement of operations, Agent will have
employed a Registered Principal (GSP-24) or Principals in the amount necessary
to meet NASD supervisory requirements, and said principals will be employed at
Agent's place of business.

2.3 Agent's general duty in return for commissions paid is to supervise the
securities business activities of Representatives that the Agent employs or
Sub-Agents, to ensure compliance with all laws, rules and regulations and to
be financially responsible for all charges and settlements awarded or incurred
by Representative under Agent's supervision.

2.4 Specifically, in support of the Representatives associated with Agent's
supervision, Agent assumes the following duties to them:

a. To provide each with marketing and product information and training as is
appropriate to enable them to professionally serve their clients;

b. To be the liaison between them and the Principal;

c. To report client complaints to Principal, and:

d. To supervise and effect all policies, procedures and requirements as
outlined an the Principal's "Written Supervisory Procedures".

2.5 Agent is free to exercise its own judgement, bearing in mind State and
Federal regulations and Blue Sky Laws, as to the persons or entities from whom
it will solicit orders regarding sale and/or purchase of stock and securities
and the time and place of solicitation.  However, the authority of the agent
under this agreement shall not extend to or affect the general practices and
policies of the Principal.

2.6 Agent agrees that all securities transactions effected by the Agent will
be executed solely by Principal or its designees at all times and that all
orders will be entered at the trading desk so designated by Principal.


ARTICLE III

AGENT'S EXPENSES

3.1 All expenses for travel, entertainment, office, clerical, maintenance and
general selling expenses that may be incurred by Agent in connection with this
agreement will be borne wholly by Agent and in no case shall Principal be
responsible or liable thereof.

3.2 Agent further agrees that any and all expenses which may be incurred in
the performance of duties assumed under this Agreement are the sole
responsibility of Agent and the Principal has no responsibility, expressed or
implied, to reimburse Agent for any expense incurred hereunder.  Additionally,
Agent shall be responsible for all expenses including, but not limited to
salaries, wages, and payroll taxes, other taxes and account items incurred
while performing its duties and services required hereunder.  Agent will
be required to provide proof of payment upon request of Principal for any
and all items expressed herein.

3.3 Agent shall be responsible for any moneys owed to Principal pertaining
to the securities business and arising out of, but not limited to:

a. unsecured debit balances in client accounts,

b. error accounts,

c. expenses paid or advanced by Principal on behalf of Agent,

d. obligations incurred on behalf of Agent, Agent's employees or Sub-Agents by
Principal, and/or all expenses incurred by Agent's employees or Sub-Agents.
Principal shall, in its sole discretion and without notice to Agent, have the
right to set-off and apply the net remittance payable and such other assets or
funds of Agent in its possession, custody or control, or any of its affiliates,
in whole or in part, (in such order as Principal may elect), any amounts owed,
as mentioned.  Principal's rights to offset are in addition to all other rights
and remedies available to Principal pursuant to this Agreement otherwise.

3.4 Agent shall be responsible for all clearing charges and fees associated
with the execution of securities transactions for Agent's clients, for the
maintenance of those accounts, as billed to Principal by Principal's
Clearing Agent, not off-set against the commissions of Agent

3.5 Agent shall be responsible for the cost of all forms, supplies,
electronic services and any other services necessary to operate its office.

3.6 Agent is responsible for the payment of all state agent license fees,
testing and continuing education fees, CRD fees, and any other fees and
expenses related to the operation of its business.  Principal will be
responsible for a payment of annual NASD broker/dealer state fees for
existing states in which Principal is registered at the time of execution
of the Agreement.  If Agent wishes to register in a state or states in which
Principal is not registered, the payment of the registration fees will be
negotiated based on anticipated production by Agent.

3.7 Principal will require Agent to deposit $20,000 with Principal upon
execution of this agreement.  The deposit is refundable to Agent upon
termination of the agreement.  The deposit is subject to deductions for
unpaid balances and/or expenses due to the Principal.  For good cause,
Principal has the right to require Agent to deposit funds related to other
matters involving the way Agent is conducting its business.  If deposits are
required and are not submitted in a timely manner.  Principal has the right
to terminate this Agreement upon ten (10) days notice to Agent.  Deposits
will be used to pay expenses incurred and not paid by Agent, and any
remaining balances after deduction of any expenses shall be returned to
Agent at the time of termination of this Agreement.

ARTICLE IV

COMPENSATION

4.1 During the term of this Agreement, Principal agrees to pay Agent, and Agent
agrees to accept, as full compensation for all the services and duties
performed under this Agreement, commissions generated by Agent.  The percentage
payout of commissions generated are as follows:

For a period of forty-five (45) days from the execution date of this Agreement,
Principal will receive 10% of the gross commissions generated by Agent.  After
the 45 day period, Principal will receive 15% of Agent's gross commissions if
said gross commission is $5,000 or less.  If  the Agent's monthly gross
commissions are more than $5,000, then Principal will receive 10% of said gross
commissions.  Agent will receive the balance of commissions less ticket
charges, and other expenses resulting from Agent's business.

	Other fees and compensation, other than commissions, involving investing
banking is as follows:
1. Commissions: same as above.

2. Principal will pay Agent 50% of any security type compensation such as
warrants for projects submitted by the Agent

3. Non-accountable expenses involving underwritings submitted by Agent will be
shared on a 50/50 basis after deductions of Principal's legal and/or other cost
related to said underwritings.

4.2 Agent will compensate Thomas La Rossa, president and director of compliance
and trading of Principal the greater of 5% of gross commissions generated by
Agent with a minimum of $2,500 per month, payable as designated by the
president.

ARTICLE V

AMOUNTS DUE AGENT & PAYMENT

5.1 Principal will pay to the Agent on or about the 20th of the month for the
prior month's commissions.  Should the 20th of the month fall on a Saturday,
payment will be made on the preceeding Friday.  If the 20th falls on a Sunday,
payment will be made on the Monday thereafter.

5.2 In the event Principal does not receive the commissions or other
compensation due to the Agent from its Clearing Agent or from the person or
entity owing the commissions or compensation to Principal for the trades and/or
transactions consummated by Agent, the Agent agrees that Principal shall not
be responsible for any such commission, compensation or bonuses contemplated
herein.

5.3 The Agent is responsible for 100% of all trading losses resulting from its
transactions.

5.4 SUB-AGENTS

This Agreement shall not restrict Agent's power to appoint, hire, discharge and
pay suitable and desirable employees and Sub-Agents, but the parties expressly
agree that any such appointments or hiring shall be at the Agent's own risk and
Agent shall be liable for any expense and supervision incurred pursuant thereto,
employee salaries or other expense and Agent agrees that all such employees or
Sub-Agents shall be subordinate to Agent, subject to all rules, restrictions
and regulations set forth in this Agreement and all rules and regulations of
the securities industry which are applicable to Agent.  However, any
restrictions on employees or Sub-Agents by Agent must be provided to
Principal's office


5.5 Principal may, at any time offset against commissions or overrides due or
to become due to Agent or anyone claiming through it, any debt due from Agent
or its employees or Sub-Agents to Principal.

ARTICLE VI

DURATION

6.1 This Agreement shall be deemed to have commenced on February 15, 1999 and
will continue in effect until February 14, 2000, unless terminated as provided
for in this Agreement.  Unless either party has given written notice to the
other at their principal place of business not less than 10 days prior to the
expiration of the term as set forth in Article VI of a decision not to extend
the term, then this Agreement shall automatically be extended, subject to
termination as provided in this Agreement, for an additional one (1) year term.

ARTICLEVII

TERMINATION

7.1 In the event of a default as provided in this agreement, may during the
initial term or any extended term, the parties agree that if Agent is in
default and Principal is not, and such default shall continue for a period
of three (3)consecutive business days, the Principal may terminate this
Agreement without prejudicing its rights and remedies hereunder.  Said
termination shall be effective upon the date of receipt of notice by the
defaulting Agent.

7.2 During the initial term of this Agreement, this Agreement is
non-callable and may not be terminated except for violations of the terms
herein.

7.3 During the extended term of this Agreement, if there be any, Principal
may cancel this Agreement upon giving ten (10) days prior written notice to
Agent, if Agent violates any of the terms of this Agreement.

ARTICLE VIII

DEFAULT

8.1 The occurrence of any of the following events shall be deemed to be, and
shall be treated as, a default under this Agreement and just cause for
termination.

8.2 Breach or failure by Agent, in the observance or performance of any term,
covenant or agreement contained in this Agreement and such breach of failure
continues, unresolved or uncorrected for a period of thirty (30) days after
written notice thereof specifying such breach and requiring it to be remedied,
shall have been given to the breaching party by the other party.

8.3 Principal may terminate this Agreement without notice for fraud
or misconduct on the part of Agent, or its employees, failure to
comply with the applicable securities laws of any applicable States
or with the regulations of the NASD or SEC on both a State and
Federal level or any other governing body.

8.4 Agent becomes insolvent, makes any assignment for the benefit of
creditors; calls a meeting of creditors; offers a composition of
extension to creditors; suspends payments; consents to or suffers
the appointment of a receiver, trustee, committee of creditors or a
liquidating agent; files a petition or answer in bankruptcy or seeks
a reorganization, arrangement or readjustment of its debts
or its dissolution or liquidation or for any other relief under
bankruptcy or insolvency law.

8.5 Agent has filed or had commenced against him an involuntary
petition in bankruptcy or seeking reorganization, arrangement or
readjustment of its debts or for any other relief under bankruptcy
or insolvency law, or has entered against him any judgement or
decree for its dissolution which remains undismissed or undischarged
or unbonded for a period of thirty (30) days.

8.6 If Principal shall be entitled to cancel or terminate this Agreement with
just cause, Agent shall be obligated to pay, individually, all incidental and
consequential damages Principal may sustain by reason of Agent's default
including, without limitation, all legal fees and other expenses incurred by
Principal.

ARTICLE IX

USE OF PRINCIPAL'S NAME

9.1 Principal has consented and agrees to the use of Principal's name and
service marks in Agent's business and activities during the initial term or
any extended term of this Agreement.  Agent shall at any time, upon the request
of the Principal, or upon termination of this Agreement, cease using
Principal's name and/or service marks and shall state that is no longer an
Agent of Principal.

9.2 Agent may display the name of Principal on the directory of the building in
which Agent is conducting business.   Additionally, Principal's name may also
be conspicuously displayed on or near the entrance of the Agent's office, in
the reception room of the Agent's office, or on a proposed sign or writing,
inform and substance satisfactory to Principal and shall state that it is an
Agent of Principal and a non-branch office.  Agent must display in a
conspicuous place a SIPC SIGN INDICATING THE Principal is a member of SIPC.

9.3 Principal warrants and represents that there are no judgements or liens
against it, that it has complied with all Federal, State and Local laws so as
to permit Agent to carry on the business as set forth herein.

9.4 Agent agrees to conform to all guidelines, in every particular , as set
forth by Principal with regards to the printing of stationery, envelopes,
business cards and any other printed material carrying the name and/or
trademark of Principal.  Principal will provide to Agent all artwork at cost.
Agent further agrees that the printing or manufacturing of all signs, postage,
decals or to the materials will be subject  to the prior approval of Principal.

9.5 Agent agrees that all radio, television, newspaper, magazine and, in
general, all forms of media advertising will be submitted to Principal and
NASD for approval at least ten (10) business days prior to public release.

ARTICLE X

CONTRACTING ON BEHALF OF PRINCIPAL

10.1 Agent agrees that it shall not, nor permit any employees, to commit
Principal to the acceptance of any contract or agreement, verbal or otherwise,
without prior authorization of the principal in writing, and agrees to
indemnify and hold harmless Principal in the event any such authorized contact
or agreements entered into.

ARTICLE XI

GENERAL DUTIES OF AGENT

11.1 Agent shall exclusively for Principal in the sale and transfer of stock
and securities.  Agent shall be governed strictly by all rules, regulations
and instructions as set forth by the regulatory agencies in the securities
business and with the policies and procedures of Principal.  Agent shall, at
all times, conduct its operation honestly and in the best interest of the
Principal.

11.2 Agent must have Principal review and approve any best efforts, private
placements or I.P.O.'s being offered by Agent.  Agent will not participate
in any outside offerings without written approval from the Principal.

11.3 Being that the NASD is proposing that unregistered "Cold callers" will
no longer be allowed to contact investors on behalf of member firms, no
"cold callers" shall be employed by Agent.

11.4 Agent does have right to employ "Account Openers" to represent licensed
"Sub-Agents, and upon initial contact with prospects this must be stated.

a. "Account Openers" are subject to terms and conditions of Section 5.4 of
this Agreement.

ARTICLE XII

RECEIPT OF FUNDS BY AGENT

12.1 Agent shall treat all money or securities received on behalf of Principal
in the capacity of trustee; under no circumstances shall Agent make any
personal or other use of them, but will immediately forward them to Principal's
Clearing Agent.  Agent will render full and true accounts at such time as
Principal may prescribe.  At no time shall customer funds or securities
remain overnight at Agent's office.

12.2 Agent shall not be entitled to any remuneration for services of a kind
rendered to Principal except as enumerated herein.  Principal may offset any
 claims made by Agent against it by any dept due by Agent to Principal.

12.3 All moneys or items of value received or collected by Principal under this
Agreement are property of Principal.  These funds shall not be intermingled
with personal funds or used for any other purpose whatsoever.  All moneys
received or  collected for Principal under this agreement must be made payable
to Principal unless otherwise notified by Principal.

12.4 Agent shall be liable to Principal for loss by accident , theft, or
otherwise, of any money or items of value belonging to Principal, coming
into its control or the control of its employees.

12.5 Agent is not authorized and shall not open any accounts, banking or
otherwise in the name of Principal.

ARTICLE XIII

NON-ASSIGNMENT

13.1 This Agreement is unique in nature and based upon the Agent's reputation
and integrity and is therefore, not transferable.  No rights or interest
arising therefrom shall be subject to assignments except with written consent
of the Principal.

ARTICLE XIV

INDEMNIFICATION

14.1 Agent agrees, to indemnify Principal from and against any and all loss,
damages, claims, suits or actions at law, or otherwise; judgements and costs
that shall arise from, or grow out of any injury to persons (including Agent
or Agent's employees) or property (including property of Principal, Agent or
Agent's employees) caused by or resulting from the acts of Agent, or the
conduct of Principal's or Agent's business at Agent's place of business, and
with respect to which Principal at time of such injury shall not have enforce
insurance expressly covering loss arising out of such injury.

14.2 Agent shall indemnify Principal from all claims, demands, and cost arising
from Agent's performance of its duties under this Agreement caused by the
negligence of Agent or its employees.

14.3 Agent shall indemnify Principal against any loss of money, securities and
other personal property, including that which Principal may be legally
responsible to others, sustained by Principal by reason of any act of fraud,
dishonesty, forgery, embezzlement, violation of rules and regulations of all
governing bodies, or willful misapplication by Agent or its employees, while
performing the duties enumerated herein.

14.4 Agent shall operate with a separate Tax Identification Number.  Agent
shall make and file all reports (if applicable) and returns required by any
Federal or State statute or regulation or hereafter enforced pertaining to
the withholding of taxes, unemployment insurance, social security, pensions
or annuities, and shall pay all taxes, contribution, interest or penalties
thereunder in connection with the remuneration paid by Agent to employees
of Agent or others. Agent assumes full responsibility and exclusive
liability thereof.

14.5 Agent shall indemnify Principal for all costs resulting from
unauthorized transactions by Agent.

14.6 Agent agrees to indemnify and save harmless Principal or any Principal
affiliated or subsidiary company from all claims, demands, penalties, suits or
actions, and from any and all loss and expenses in connection therewith for:

a. Damages to persons or property.

b. Personal injury and/or death which may be suffered or sustained by any third
party.

c. Any claims against or loss or liability of Principal or any such company for
any cause arising out of, or resulting from, the default in performance of, or
in the negligent performance of Agent's or Principal's execution of an
obligation under this agreement.  This and its provisions shall survive the
termination of this Agreement.

d. Agent for and in consideration of Agent leasing office space located at
43 East Barclay Street, Hicksville, NY  11801 for its use agrees to indemnify,
reimburse and hold harmless Principal from any and all liabilities arising
from the lease of the space referred to herein and including, but not limited
to rent, operating expenses, common are maintenance fees, taxes and any other
liabilities including personal injury claims.  Agent agrees to pay all rental
payments as scheduled and to make all other required payments under the lease
on a timely basis.  This indemnity agreement shall include all costs and
attorney's fees incurred by Principal as a result of any claims asserted
against Principal relating to the use or occupation of these leased premises.

ARTICLE XV

AGENT'S AUTHORITY

15.1 Whatever authority may be deemed to be granted to Agent pursuant to this
Agreement by the Principal is subject to revocation at any time by the
Principal without notice provided default has occurred as set forth herein
and Agent has had thirty (30) days to cure.

ARTICLE XVI

APPLICABLE LAW

16.1 The validity and interpretation of this Agreement and each clause and
part thereof shall be governed by , and construed in accordance with the
laws and regulations then prevailing in the State of  Florida.

16.2 The place of execution of this contract shall be deemed to have taken
place in the State of Florida.

ARTICLE XVII

CONSENTS

17.1 Any consent required under this Agreement shall not be unreasonably
withheld.

ARTICLE XVIII

ENTIRE AGREEMENT

18.1 This Agreement is the entire Agreement of the parties and shall supersede
any previously executed agreements between the parties relating to the subject
 matter hereof.  Any amendments to this Agreement must be in writing and
signed by the authorized representative of each party.

18.2 No provision of this Agreement may be waived except by agreement in
writing  signed by the waiving party.

18.3 Throughout this Agreement the singular shall include plural, the plural
shall include the singular, masculine and the neuter shall include the
feminine, whatsoever the content so requires.

ARTICLE XIX

CONTROVERSIES

19.1 Any controversy or claim arising out of or relating to this Agreement,
or breach thereof, shall be settled by arbitration in accordance with the
rules then in effect of the American Arbitration Association and/or the
National Association of Securities Dealers, Inc., and judgements upon any
award rendered may be entered in any court having jurisdiction thereof.

ARTICLE XX

SEVERABILITY

20.1 If any provisions of this Agreement are declared by any court of
competent jurisdiction to be invalid for any reason, such invalidity shall
not affect the remaining provisions.  Such remaining provisions shall be
fully severable and this Agreement shall be construed and enforced as if
such invalid provision had never been inserted in the Agreement.

ARTICLE XXI

VALIDITY OF AGREEMENT

21.1 This Agreement shall not be valid and binding to the parties hereto
until fully executed by all of the parties hereto and none of the parties
hereto may reasonably rely on any of the promised performance herein until
this Agreement is fully executed by all the parties hereto.